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Abejo v dela Cruz.

F: Case involves a dispute between the principal stockholders of the corporation


Pocket Bell Philippines, Inc. (Pocket Bell), a "tone and voice paging corporation,"
namely, the spouses Jose Abejo and Aurora Abejo vs. De la Cruz Abejo (hereinafter
referred to as the Abejos) and the purchaser, Telectronic Systems, Inc. (hereinafter
referred to as Telectronics) of their 133,000 minority shareholdings (for P6 million)
and of 63,000 shares registered in the name of Virginia Braga and covered by five
stock certificates endorsed in blank by her (for P1,674,450.00), and the spouses
Agapito Braga and Virginia Braga (hereinafter referred to as the Bragas), erstwhile
majority stockholders. With the said purchases, Telectronics would become the
majority stockholder, holding 56% of the outstanding stock and voting power of the
corporation Pocket Bell. Telectronics requested the corporate secretary of the
corporation, Norberto Braga, to register and transfer to its name, and those of its
nominees the total 196,000 Pocket Bell shares in the corporation's transfer book,
cancel the surrendered certificates of stock and issue the corresponding new
certificates of stock in its name and those of its nominees. Norberto Braga, the
corporate secretary and son of the Bragas, refused to register the aforesaid transfer
of shares in the corporate books, asserting that the Bragas claim preemptive rights
over the 133,000 Abejo shares and that Virginia Byaga never transferred her 63,000
shares to Telectronics but had lost the five stock certificates representing those
shares. This triggered off the series of intertwined actions between the protagonists,
all centered on the question of jurisdiction over the dispute. The Bragas assert that
the regular civil court has original and exclusive jurisdiction as against the Securities
and Exchange Commission, while the Abejos and Telectronics, as new majority
shareholders, claim the contrary. Respondent Judge de la Cruz issued an order
rescinding the order which dismissed the complaint of the Bragas in the RTC, thus
holding that the RTC and not the SEC had jurisdiction. Respondent judge also
revived the temporary restraining order previously issued restraining Telectronics'
agents or representatives from enforcing their resolution constituting themselves as
the new set of officers of Pocket Bell and from assuming control of the corporation
and discharging their functions.
The Abejos filed a MR, which motion was duly opposed by the Bragas, which was
denied by respondent Judge.
I: W/N the RTC, as claimed by the Bragas, has jurisdiction over the case or the SEC,
as claimed by the Abejos
H: The Court ruled that the SEC has original and exclusive jurisdiction over the
dispute between the principal stockholders of the corporation Pocket Bell, namely,
the Abejos and Telectronics, the purchasers of the 56% majority stock on the one
hand, and the Bragas, erstwhile majority stockholders, on the other, and that the
SEC, through its en banc Resolution of May 15, 1984 correctly ruled in dismissing
the Bragas' petition questioning its jurisdiction, that "the issue is not the ownership
of shares but rather the nonperformance by the Corporate Secretary of the
ministerial duty of recording transfers of shares of stock of the Corporation of which
he is secretary." The SEC ruling upholding its primary and exclusive jurisdiction over

the dispute is correctly premised on, and fully supported by, the applicable
provisions of P.D. No. 902-A which reorganized the SEC with additional powers "in
line with the government's policy of encouraging investments, both domestic and
foreign, and more active public participation in the affairs of private corporations
and enterprises through which desirable activities may be pursued for the
promotion of economic development and, to promote a wider and more meaningful
equitable distribution of wealth. The dispute at bar, as held by the SEC, is an
intracorporate dispute that has arisen between and among the principal
stockholders of the corporation Pocket Bell due to the refusal of the corporate
secretary, backed up by his parents as erstwhile majority shareholders, to perform
his "ministerial duty" to record the transfers of the corporation's controlling (56%)
shares of stock, covered by duly endorsed certificates of stock, in favor of
Telectronics as the purchaser thereof. Mandamus in the SEC to compel the corporate
secretary to register the transfers and issue new certificates in favor of Telectronics
and its nominees was properly resorted to therefore.
The very complaint of the Bragas for annulment of the sales and transfers as filed
by them in the regular court questions the validity of the transfer and endorsement
of the certificates of stock, claiming alleged preemptive rights in the case of the
Abejos' shares and alleged loss of the certificates and lack of consent and
consideration in the case of Virginia Braga's shares. Such dispute clearly involves
controversies "between and among stockholders," as to the Abejos' right to sell and
dispose of their shares to Telectronics, the validity of the latter's acquisition of
Virginia Braga's shares, who between the Bragas and the Abejos' transferee should
be recognized as the controlling shareholders of the corporation, with the right to
elect the corporate officers and the management and control of its operations. Such
a dispute and case clearly fall within the jurisdiction of the SEC to decide, under
Section 5 of P.D. 902-A.
Insofar as the Bragas and their corporate secretary's refusal on behalf of the
corporation Pocket Bell to record the transfer of the 56% majority shares to
Telectronics may be deemed a device or scheme amounting to fraud and
misrepresentation employed by them to keep themselves in control of the
corporation to the detriment of Telectronics (as buyer and substantial investor in the
corporate stock) and the Abejos (as substantial stockholders-sellers), the case falls
under paragraph (a). The dispute is likewise an intra-corporate controversy between
and among the majority and minority stockholders as to the transfer and disposition
of the controlling shares of the corporation, falling under paragraph (b) of Sec 5 PD
902-A. As pointed out by the Abejos, Pocketbell is not a close corporation, and no
restriction over the free transferability of the shares appears in the Articles of
Incorporation, as well as in the bylaws 10 and the certificates of stock themselves,
as required by law for the enforcement of such restriction. As the SEC maintains,
"There is no requirement that a stockholder of a corporation must be a registered
one in order that the Securities and Exchange Commission may take cognizance of
a suit seeking to enforce his rights as such stockholder." This is because the SEC by
express mandate has "absolute jurisdiction, supervision and control over all
corporations" and is called upon to enforce the provisions of the Corporation Code,

among which is the stock purchaser's right to secure the corresponding certificate in
his name under the provisions of Section 63 of the Code.
An intra-corporate controversy is one which arises between a stockholder and the
corporation. There is no distinction, qualification, nor any exemption whatsoever.
The provision is broad and covers all kinds of controversies between stockholders
and corporations.

Bernardo v. Abalos GR No. 137266


FACTS: Antonio Bernardo, et al filed a criminal complaint against Benjamin Abalos,
Sr. and Jr., and others for vote buying in violation of the Omnibus Election Code.
They alleged that the Abaloses sponsored an outing for the public school teachers
who were also registered voters and members of the Board of Election Inspectors in
Mandaluyong City, several weeks before the elections were to take place. Abalos Sr.
also allegedly delivered a speech promising the said teachers hazard pay and an
increase in their allowances of a total of P3,000.00. The COMELEC issued a
resolution dismissing the complaint for insufficiency of evidence to establish a prima
facie case. The petitioners then filed a petition for certiorari with the SC for the
nullification of the COMELEC's Resolution, citing that it was issued with apparent
grave abuse of discretion. The petition was filed without first submitting a motion
for reconsideration with the COMELEC.
ISSUE: W/N petitioners' failure to file the required motion for reconsideration with
the COMELEC is fatal to their cause.
HELD: YES. Petitioners' failure to file the required motion for reconsideration utterly
disregarded the COMELEC Rules intended to achieve an orderly, just, expeditious
and inexpensive determination and disposition of every action and proceeding
brought before the Commission. A petition for certiorari can only be resorted to if
there is no appeal, or any plain, speedy, and adequate remedy in the ordinary
course of law. Having failed to file the required motion for reconsideration of the
challenged Resolution, petitioners' instant petition is certainly premature.
Significantly, they have not raised any plausible reason for their direct recourse to
this Court. RATIO: A petition for certiorari can only be resorted to if there is no
appeal, or any plain, speedy, and adequate remedy in the ordinary course of law.